Noodles & Company (NDLS) Proxy Filing summary

Executive summary

• Special Meeting scheduled for February 4, 2026, to address key corporate actions.

• Shareholders are asked to vote on a significant capital structure proposal.

Voting matters and shareholder proposals

• Proposal to amend the Certificate of Incorporation to authorize a reverse stock split of Class A common stock at a ratio between 1-for-2 and 1-for-15, with the exact ratio and timing at the board's discretion within one year.

• Board of directors recommends voting in favor of the reverse stock split proposal.

• Additional business may be addressed if properly presented at the meeting or any adjournment.

Shareholder rights and capital structure

• Reverse stock split aims to consolidate shares, potentially impacting share price and shareholder equity.

• Board retains flexibility to determine the split ratio and timing within a one-year window after the meeting.